biote Corp. — Director's Dealing 2022

Jul 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: biote Corp. (BTMD)
CIK: 0001819253
Period of Report: 2022-07-19

Reporting Person: HEYER ANDREW R (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-19	Class A Common Stock	J	5120344	$0.00	Disposed	643643	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-19	Private Placement Warrants	$11.50	J	4072862	Disposed	2027-05-26	Class A Common Stock (4072862)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1373513	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Private Placement Warrants	$11.50	2027-05-26	Class A Common Stock (957568)	957568	Direct

Footnotes

F1: On July 19, 2022, Haymaker Sponsor III LLC ("Sponsor") distributed 7,137,500 shares of Class A common stock ("biote Corp. Class A Common Stock") and 5,566,666 private placement warrants ("Private Placement Warrants"), representing all of the securities of biote Corp. owned by the Sponsor, to its members with no consideration being paid in connection therewith (the "Distribution"). Mr. Steven J. Heyer and Mr. Andrew R. Heyer are the managing members of the Sponsor and jointly have voting and dispositive power of the securities held by the Sponsor. Accordingly, Messrs. Heyer and Heyer may be deemed to have had or shared beneficial ownership of such securities. Messrs. Heyer and Heyer disclaimed beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.

F2: Includes (i) 245,201 shares of biote Corp. Class A Common Stock held by Heyer Investment Management, LLC, (ii) 61,298 shares of biote Corp. Class A Common Stock held by Harris Reid Trust, (iii) 61,298 shares of biote Corp. Class A Common Stock held by James Heyer Trust, (iv) 61,298 shares of biote Corp. Class A Common Stock held by Peter Justin Heyer Trust, (v) 61,298 shares of biote Corp. Class A Common Stock held by William Heyer Trust and (vi) 153,250 shares of biote Corp. Class A Common Stock held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust; and (ii) the managing member of Heyer Investment Management, LLC, and has voting and dispositive power of the securities held by such entities.Accordingly, Andrew R. Heyer may be deemed to have or share beneficial ownership of such securities. In addition, Andrew R. Heyer's spouse is the sole

F3: (Continued Footnote 2) trustee, grantor and recipient of annuity payments of the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer disclaims beneficial ownership of the securities held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust, and the filing of this report should not be deemed an admission that Andrew R. Heyer is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: Includes 1,373,513 shares of biote Corp. Class A Common Stock held directly by Andrew R. Heyer. Represents a change in the form of ownership of Andrew R. Heyer by virtue of the receipt of shares of biote Corp. Class A Common Stock as a result of the Distribution.

F5: Includes (i) 204,281 Private Placement Warrants held by Heyer Investment Management, LLC, (ii) 51,070 Private Placement Warrants held by Harris Reid Trust, (iii) 51,070 Private Placement Warrants held by James Heyer Trust, (iv) 51,070 Private Placement Warrants held by Peter Justin Heyer Trust, (v) 51,070 Private Placement Warrants held by William Heyer Trust and (vi) 127,675 Private Placement Warrants held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer's spouse is the sole trustee, grantor and recipient of annuity payments of the Mindy B. Heyer 2021 Grantor Retained Annuity Trust. Andrew R. Heyer disclaims beneficial ownership of the securities held by the Mindy B. Heyer 2021 Grantor Retained Annuity Trust, and the filing of this report should not be deemed an admission that Andrew R. Heyer is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F6: Includes 957,568 Private Placement Warrants held directly by Andrew R. Heyer. Represents a change in the form of ownership of Andrew R. Heyer by virtue of the receipt of Private Placement Warrants as a result of the Distribution.